Guidance – Can a Sole Director Run a Company?

The 2022 High Court case of Hashmi v Lorimer-Wing (also known as Fore Fitness Ltd) cast doubt on whether a director of a private limited company could validly pass board resolutions where they were the company’s only director.

The general legal consensus following that decision was that, for companies using the unamended private company Model Articles, a quorum of two or more directors would be required to hold a board meeting. That, in turn, suggested the Model Articles (without amendment) might not be suitable for private companies operating with a sole director.

What does Guidance – Can a Sole Director Run a Company? cover?

This guidance note explains the Hashmi decision, its impact on the Model Articles and quorum requirements, and why it matters for companies run by a single director.

It also considers later High Court decisions that reached different conclusions, including Re Active Wear Limited (in administration) and KRF Services (UK) Ltd in 2024, both of which support the position that a sole director can take all decisions of the company.

What is the practical approach in Guidance – Can a Sole Director Run a Company?

This guidance balances the judicial decisions and provides practical suggestions for operating a company with a sole director. It also explains why sole director companies should still tread carefully in this area.

When is Guidance – Can a Sole Director Run a Company? most relevant?

• When your company uses the unamended private company Model Articles and has a sole director.
• When you are unsure whether board decisions taken by a sole director are properly authorised.
• When you are considering changes to quorum provisions or wider constitutional updates.
• When you want a clearer, more robust approach for future decision-making.

Related templates

This guidance note should be read alongside our revised model articles for sole director companies, and the suite of templates that accompany those revised articles:

• Articles of Association for Sole Director Companies 
• Written Resolution to Adopt New Articles of Association (Sole Director Company) 
• Letter to Companies House to Adopt New Articles of Association (Sole Director Company) 

If you are putting in place a consistent paper trail for future decisions, see Resolution of Sole Director (Minutes) .

If you need to retrospectively approve and ratify past decisions taken by a sole director, see Shareholders’ Written Ordinary Resolution to Ratify Previous Sole Director Decisions and Letter to Companies House to File Ordinary Resolution Ratifying Previous Sole Director Decisions .

It is recommended to seek independent legal advice before making any changes to a company’s constitution.

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